U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[x] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:    MARCH 31, 2000

[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number 0-17232

CAPITAL RESERVE CORPORATION
(Exact name of small business issuer
as specified in its charter)

COLORADO                            84-0888594
(State or other                   (IRS Employer
jurisdiction of                 Identification No.)
incorporation or
organization)

335 25TH STREET, S.E.
CALGARY, CANADA T2A 7H8
(Address of principal executive offices)

(403) 204-0260
(Issuer's telephone number)

NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)

Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to
file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes _X_ No __

State the number of shares outstanding of each of the
issuer's classes of common equity, as of the last
practicable date:

4,131,362 shares of common stock, no par value, as of
May 11, 2000.

Transitional Small Business Disclosure Format (check
one):
Yes___ No _X_


PART I FINANCIAL INFORMATION

ITEM I FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance
with generally accepted accounting principles for
interim financial information and with the
instructions for Form 10-QSB and Rule 10-01 of
Regulation S-X.  Accordingly, they do not include all
of the information and footnotes required by generally
accepted accounting principles for complete financial
statements.  In the opinion of management, all
adjustments considered necessary for a fair
presentation have been included.  All such adjustments
are of a normal recurring nature.  Operating results
for the three month periods ended March 31, 2000 and
1999 are not necessarily indicative of the results
that may be expected for the year ending December 31,
2000.  For further information, refer to the
consolidated financial statements and footnotes
thereto included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999.

                                                 Page

Independent Auditors' Review                        3

Consolidated Financial Statements

     Balance Sheet                                  4

     Statements of Operations                       5

     Statements of Stockholders' Equity             6

     Statements of Cash Flows                       7


    Notes to Consolidated Financial Statements 8 to 9



Review Report of Independent Certified Public
Accountant

Board of Directors
Capital Reserve Corporation


We have reviewed the accompanying balance sheet of
Capital Reserve Corporation as of March 31, 2000, and
the related statements of operations and cash flows
for the three months then ended in accordance with
Statements of Standards for Accounting and Review
Services issued by the American Institute of Certified
Public Accountants.  All information included in these
financial statements is the representation of the
management of Capital Reserve Corporation.

A review of interim financial statements consists
principally of inquiries of Company personnel
responsible for financial matters and analytical
procedures applied to financial data.  It is
substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying
financial statements in order for them to be in
conformity with generally accepted accounting
principles.




Miller and McCollom, CPA's


Denver, Colorado
May 15, 2000


The accompanying notes are an integral part of these
statements.


CAPITAL RESERVE CORPORATION
Consolidated Balance Sheet
March 31, 2000
<TABLE>

ASSETS
<S>                                                    <C>
CURRENT ASSETS
Cash                                                   $  506,908
  Accounts receivable                                       49,780
  Loans receivable (Note 4)                                242,434
  Prepaid expense                                          55,778

     Total current assets                                 854,900

LOANS RECEIVABLE - LONG TERM (Note 4)                     543,670

FIXED ASSETS
  Oil and gas leases                                      612,630
  Leasehold improvements                                   30,417
  Office equipment and computers
    (net of accumulated depreciation of $354)              14,108

      Total fixed assets                                  657,155

      Total assets                                     $2,055,725

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable (Note 6)                            $  537,660
  Accrued expenses                                         22,719

      Total current liabilities                           560,379


  Advances payable (Note 6)                                  52,750
  Shareholders' deposits                                1,169,308
  Long-term debt  (Note 5)                                206,970

      Total liabilities                                 1,989,407

COMMITMENTS AND CONTINGENCIES (Note 2)

STOCKHOLDERS' DEFICIT (Notes 1,3)

  Class A common stock - authorized 20,000,000 shares
    of no par value; issued and outstanding
     2,684,865 shares                                   3,627,394
  Accumulated deficit                                  (3,561,075)

      Total stockholders' equity                           66,319

  Total liabilities and stockholders' equity           $2,055,725

</TABLE>

The accompanying notes are an integral part of these
statements.

<PAGE>


CAPITAL RESERVE CORPORATION
Consolidated Statements of Operations
Three Months Ended March 31, 2000 and 1999

<TABLE>
<S>                                    <C>         <C>

                                        For the Three Months
                                          Ended March 31,
                                         2000         1999
Revenue
  Rental income                         $  25,000    $          -
  Operating costs                          15,519               -
                                                                -
   Gross Profit                             9,481               -

  Interest income                             588               -

Net Revenue                                10,069               -


Expenses
  General and administrative (Note 2)     188,594         27,371

     Total expenses                       188,594         27,371

     Income (Loss) before income taxes   (178,525)       (27,371)
     Income taxes                               -              -

Net income (loss)                      $ (178,525)     $ (27,371)

Net income (loss) per common share
           (Note 1)                    $      (.08)      $    (.02)

</TABLE>

The accompanying notes are an integral part of these
statements.

<PAGE>

CAPITAL RESERVE CORPORATION
Consolidated Statements of Stockholders' Equity
Three Months' Ended March 31, 2000, and 1999

<TABLE>
<S>            <C>        <C>      <C>      <C>      <C>

                     Class A            Class B
                      Stock              Stock
                     Common            Preferred

                                                     Accumulated
               Shares     Amount   Shares   Amount   Deficit
December 31,
  1997         546,045   3,138,102  250,000  50,000    (3,166,302)
Issuance of
 common
 Stock,
 net of
 offering Cost
 of $4,940     250,000      20,060       -      -              -
Net (loss)           -           -       -      -        (43,331)

December 31,
 1998          796,045    3,158,162 250,000 50,000   (3,209,633)


Conversion
 of Class B
 preferred
 stock into
 common
 stock         200,000      50,000 (250,000)(50,000)            -


Issuance of
 common
 stock, net
 of offering
 cost
 of $3,650   1,183,820     166,732         -       -             -
Net (loss)           -           -         -      -     (172,917)

December 31,
 1999        2,179,865   3,374,894         -      -   (3,382,550)

Issuance of
 common
 stock         505,000     252,500                              -

Net income
 (loss)              -           -        -        -    (178,525)


             2,684,865 $ 3,627,394        -    $   -$ (3,561,075)
</TABLE>
<PAGE>

CAPITAL RESERVE CORPORATION
Consolidated Statements of Cash Flows

<TABLE>
<S>                                          <C>         <C>

                                       For the Three Months Ended March 31,

                                              2000        1999

Cash From Operating Activities:
  Net income (loss) from continuing
  Operations                              $ (178,525)   $ (27,371)
     Reconciling adjustments
     Depreciation and amortization               354             -


     Changes in operating assets and liabilities
     Accounts receivable                      83,089      (27,500)
     Loans receivable                       (786,105)            -
     Prepaid expenses and deposits            (7,367)            -
     Accounts payable and accrued expenses   512,387       (4,958)

     Net cash flows from operating
     Activities                             (376,166)     (59,829)


Cash From Investing Activities:
     Acquisition of oil and gas properties  (612,630)            -
     Acquisition of property and equipment   (44,880)            -
     Proceeds from (payments to) advances
     Payable                                (102,250)            -
     Proceeds from investor deposits       1,169,308             -

       Net cash flows from investing
       Activities                            409,548             -

Cash From Financing Activities:
     Long term debt                          206,970             -
     Issuance of common stock                252,500        61,500
     Offering costs                                -       (3,650)

     Net cash flows from financing
     Activities                              459,470        57,850

Net change in cash and cash equivalents      492,852       (1,979)
Cash at beginning of period                   14,057        11,517

Cash at end of period                   $    506,908      $  9,538
</TABLE>
<PAGE>


CAPITAL RESERVE CORPORATION
Notes to Consolidated Financial Statements
March 31, 2000

Note 1 - Management's Statement

In the opinion of management, the accompanying
unaudited consolidated financial statements contain
all adjustments (all of which are normal and recurring
in nature) necessary to present fairly the financial
position of Capital Reserve Corporation as of March
31, 2000, and the results of operations for the three
months ended March 31, 2000 and 1999 and cash flows
for the three months ended March 31, 2000, and 1999.
The Notes to Consolidated Financial Statements which
are contained in the Form 10-KSB for the period ending
December 31, 1999, should be read in conjunction with
these consolidated financial statements.

For the purposes of consolidation the exchange rate of
 .68890 from Canadian to U.S. dollars has been applied
as at March 31,2000.  Any transactions completed prior
to March 31, 2000 are accounted at the then prevailing
exchange rate as at the date of the transaction.

Organization

The Company was incorporated in Colorado in 1982, and
operated an insurance agency and a life insurance
company.  The insurance business was sold in 1994.
The life insurance agency was retained, but is
currently inactive.

The Company had minimal operating revenues after the
sale of its life insurance company and rental
property.  Management had attempted to start a
financial consulting and public relations business.
The Company entered into its first consulting
agreement in January 1997 which terminated in 1998.
The Company virtually had no operations from the end
of 1998 until late 1999.  During that time, the
Company attempted to located appropriate acquisition
or merger candidates.  In 1999, the Company's
principal place of business moved to Canada.  In
November 1999, the Company formed a wholly-owned
subsidiary, Capital Reserve Canada Limited, an Alberta
corporation ("Capital Canada"), to locate and acquire
oil and gas producing assets in Canada.

During the quarter ended March 31, 2000, Capital
Canada entered into a five year lease agreement for
14,107 square feet of office and laboratory space in
Calgary, Alberta.  As at March 31, 2000 Capital Canada
had sublet approximately 8,925 square feet of the
building at the average rate of $16.81 per square
foot, inclusive of operating costs, resulting in
monthly payments of $12,500 (US). No written sublease
agreement has been entered into as of March 31, 2000.
The lease agreement includes an option to purchase the
building upon notification to the Landlord on or
before June 30, 2000 with closing on or before July
31, 2000. The building is a total of 22,507 square
feet and the purchase price is $1,552,275 (US).  Upon
exercise of the purchase option the landlord will
apply to the purchase price  50% of the basic rent
paid for a period of six months.  Should Capital
Canada elect not to purchase the building then the
landlord shall provide to Capital Canada a leasehold
improvement allowance in the amount of $68,990 (US).
for leasehold improvements and shall pay to Capital
Canada the costs of any leasehold improvements which
have been completed subject to the submission of
invoices and any further leasehold improvements to a
maximum of $68,990 US.  For the purposes of this
statement there has been  no accrual made against
commitments and contingencies to reflect the option to
purchase or the recovery of leasehold improvements
made to date which total $30,417(US). See below, "Note
2 - Commitments and Contingencies".

During the same period, Capital Canada also acquired
a 5% percent working interest in producing oil and gas
leases and a processing facility located in Alberta,
known as Chestermere, for total cash and stock
consideration of $900,000 CDN ($612,787 US).  The
Company agreed to issue a total of  817,050 shares of
common stock at $0.50 US per shares and paid a cash
payment of $204,262 US.  The cash portion of the
consideration was raised from a $1 million CDN
($689,900 US) credit facility provided by Alberta
Treasury Branch.  The shares had not yet been issued
as at March 31, 2000.

Use of Estimates

The preparation of the Company's financial statements
in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the amounts reported in these
financial statements and accompanying notes.  Actual
results could differ from those estimates.

Basis of Consolidation

The consolidated financial statements include the
Company, its wholly-owned subsidiaries, Wall Street
Investment Corporation (Wall Street) and Capital
Reserve Canada Limited.  All significant intercompany
accounts and transactions have been eliminated.

Depreciation

Depreciation has been provided in amounts sufficient
to relate the costs of depreciable assets to
operations over their estimated useful lives
principally on the straight-line method.  Real estate
is depreciated over thirty to thirty-nine years, and
other property is depreciated over three to seven
years.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments
with an original maturity of three months or less to
be cash equivalents.

Treasury Stock


Treasury stock has been treated as common stock
redeemed and cancelled, consistent with the Colorado
Revised Statutes.

Earnings (Loss) Per Share

Earnings (loss) per share of common stock is computed
based on 2,218,711 and 1,261,045 weighted average
number of common shares outstanding during the years
ended March 31, 2000, and 1999, respectively.  Fully
diluted earnings per share are not presented because
they are anti-dilutive.

Note 2 - Commitments and Contingencies

Effective January 15, 2000, the Company's wholly-owned
subsidiary Capital Reserve Canada Limited, an Alberta
corporation, entered into a five-year non-cancellable
operating lease which provides for monthly lease
payments, including operating costs, of $14,801 (US).
Minimum future rental payments under this lease with
remaining terms in excess of one year are as follows.

2001           $177,617
2002           $177,617
2003           $177,617
2004           $177,617

Note 3 - Private Placement of Common Stock

The Company offered for sale up to 2,000,000 units of
common stock pursuant to Rule 506 promulgated by the
Securities and Exchange Commission under the
Securities Act of 1933 at $0.50 per unit, each unit
consisting of one share and one warrant to acquire a
like number of additional shares of common stock at
$1.00 per share.  As of March 31, 2000, the offering
was over-subscribed and the Company had received
$1,169,308 in subscription deposits.   The Company
elected to exercise its right under the terms of the
offering to accept only a portion of each subscriber's
subscription, and to allow each of them to apply the
un-accepted portion towards the purchase price of the
warrants issuable with the accepted portion of their
subscriptions.

Note 4 -Loans Receivable & Loans Receivable - Long
Term

Loans Receivable of $242,434 represents the current
portion of monies advanced to various unrelated
corporations.  These amounts bear interest calculated
on the daily outstanding principal at 2% above prime
rate and have terms of three years from date of the
loan.  Repayment terms are annually on the last day of
each year.

Loans Receivable - Long Term  of $543,670 represents
the long term portion of monies advanced to various
corporations. These amounts bear interest calculated
on the daily outstanding principal at 2% above prime
rate and have terms of three years from the date of
the loans.  Repayment terms are annually on the last
day of each year.

Note 5 -Long Term Debt

The Company's subsidiary, Capital Canada has a $1
million  ($689,900 US) demand revolving bank term
facility with a Canadian banking institution.  Under
the terms of the agreement, the facility is initially
capped at $300,000 ($206,970 US) and will increase
pending successful closing of certain oil and gas
leases currently under review.  This amount has been
drawn upon and represents the $206,970 reflected on
the consolidated balance sheet of the Company.  The
loan bears interest at Bank of Canada prime plus 1%
payable on the last day of each month.  The revolving
credit facility is subject to an annual review and
specifies no repayment terms provided certain
covenants related to the facility are met.  As
collateral security the Company's subsidiary, has
pledged a $5 million ($3,449,500 US) floating charge
debenture over all of its assets.

Note 6 - Accounts Payable and Advances Payable

Accounts Payable includes an amount of $408,525  which
relates to the purchase of the Chestermere leases from
Stone Canyon Resources Ltd.  A total of 817,050 shares
will be issued in settlement of this amount.  As of
March 31, 2000 the shares had not yet been issued.

Advances Payable of $52,750 are advances from various
unrelated parties that bear no interest and have no
stated terms of repayment.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION

GENERAL

Capital Reserve Corporation (the "Company") was
incorporated under the laws of the State of Colorado
on August 3, 1982.  The Company is in the business of
investments in oil and gas projects and real estate.

As of March 31, 2000, the Company has two (2)
wholly-owned subsidiaries, Wall Street Investment
Corp., a Colorado corporation, and Capital Reserve
Canada Limited, an Alberta corporation,  ("Capital
Canada").  Capital  Canada  was incorporated on
December 8, 1999 and is in the business of locating
and acquiring oil and gas properties.

On March 1, 2000, the Company's wholly-owned
subsidiary, Capital Canada, entered into an Asset
Purchase Agreement (the Asset Agreement) with Stone
Canyon Resources Ltd., an Alberta corporation (SCR).
Pursuant to the Asset Agreement, Capital Canada
acquired all of the interests held by SCR in
producing oil and gas leases and a processing facility
located in Alberta, Canada, known as Chestermere.  The
purchase  price for this acquisition was $900,000 CDN
(the U.S. dollar equivalent was $612,787), which was
paid as follows: $300,000 CDN ($204,262 US) in cash
and $600,000 CDN ($408,525 US) in shares of common
stock of the Company, valued at $0.50 US per share
which per share price was, converted to Canadian
dollars by the average of US dollar buy and sell rates
of the end of business the date immediately preceding
the closing of the Asset Agreement.  The closing was
held on March 21, 2000.  The Company issued 817,050
shares in connection with this transaction after March
31, 2000.

As of March 31, 2000, the Company had funded, by way
of repayable loans, $187,752 for the development of a
heavy-oil upgrading technology.  The Company made
these funds available to Texas T Petroleum Ltd., a
Colorado corporation, of which Mr. James F. Marsh is
president and a director; Mr. Marsh is also the
president and a director of Capital Reserve Canada.
Texas T Petroleum Ltd. holds an option to purchase up
to fifty percent (50%) of the outstanding shares of
Carbon Resources Limited, a Cyprus corporation (CRL).
CRL holds the rights to a proprietary patented
technology believed to be able to reduce by up to
seventy percent (70%) the costs associated with
upgrading heavy crude oil to light crude oil.  In
order to exercise the option and acquire the shares
Texas T must fund a total of $900,000USD.  As at March
31, 2000, Texas T had funded  $723,827.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital at March 31, 2000, was
$294,521, as compared to $29,008. at March 31, 1999.
A majority of the Company's current assets are in the
form of cash, which has been realized from the
issuance of equity securities during the quarter.
However, since the Company does not have extensive
sources of revenue, working capital could be depleted
by operating expenses.  Furthermore, if the Company
should generate an operating loss for the current year
comparable to the loss incurred for the year ended
December 31,1999, a substantial portion of the
Company's remaining cash and working capital will be
depleted.  The Company had current liabilities of
$560,379 at March 31, 2000, as compared to $8,030. at
March 31, 1999.


RESULTS OF OPERATIONS

The Company had total revenues of $25,000 for the
three months ended March 31, 2000.  For the three
months ended March 31, 1999 the Company had no
revenues.  The Company's sources of revenue is limited
to rental income of $13,717  per month and negligible
revenues from a 5% working interest in oil and gas
leases and a process facility, known as Chestermere.
Most of  the rental income ($12,500) is associated
with a five (5) year  verbal sublease agreement; the
other sublease agreement is only for one (1) year
($1,217) . While the sublease income meets the
Company's monthly obligations under its lease
agreement, there's no assurance that these
relationships will continue beyond their current and
respective terms.  The Company expects to commence
receiving interest income on the promissory note it
holds from Texas T Petroleum Ltd. during the second
quarter of fiscal year 2000.  However, such amount
will not meet the Company's other operating expenses.


The Company raised $252,500 from the sale of equity
securities during the quarter ended March 31, 2000.
The Company also has proceeds from investor deposits
of $1,169,308.  It is not certain at this time what
portion, if any, of such deposits will become proceeds
from stock sales.  However, the Company expects its
current cash position, as a result of the proceeds
that it has realized, will meet its operating expenses
for the next twelve (12) months.

The Company intends to remain involved in Texas T's
funding of the development of a heavy-oil upgrading
technology, which is believed to reduce the costs of
upgrading heavy crude to light crude oil by 70%.
Texas T's funding of such technology will result in
ownership of fifty percent (50%) of such technology.
As of March 31, 2000, the Company has funded $187,752.
The Company's continued involvement in this project
will require the Company to provide additional funds.
The amount of such additional funds has not been
determined at this time.  The Company, most likely,
will need to attempt to raise additional funds from
equity sales, borrowings, joint ventures or
merger/acquisition candidates to meet the funding
needs of this project. The Company presently carries
the amounts funded to Texas T as loans on the books of
the Company.  The Company had previously negotiated a
private placement to acquire shares of Texas T in
exchange for the funding but has not yet completed the
private placement and has not yet determined whether
it will complete the private placement or if it will
enter into negotiations for an interest in the
technology.

General and administrative expenses for the three
months ended March 31, 2000 were $188,594, compared to
$27,371 for the same period in the previous year.

The net loss from continuing operations for the three
months ended March 31, 2000, was $178,525, compared to
$27,371 for the same period in the previous year.

     PART II - OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

Not Applicable.

ITEM 2.      CHANGES IN SECURITIES

On July 22, 1999, the Company commenced a private
placement offering, pursuant to Rule 506 promulgated
by the Securities and Exchange Commission under the
Securities Act of 1933, of up to 2,000,000 of its
units, with each unit comprised of one share of common
stock and a warrant to purchase an additional share
for $1.00.  As of March 31, 2000, the offering was
over-subscribed and the Company has received
$1,169,308 in subscription deposits.   The Company
elected to exercise its right under the terms of the
offering to accept only a portion of each subscriber's
subscription, and to allow each of them to apply the
un-accepted portion towards the purchase price of the
warrants issuable with their subscriptions to date.

On March 21, 2000, the Company's wholly-owned
subsidiary, Capital Canada, purchased and interest in
certain oil and gas producing leases and a process
facility located in Alberta, Canada, known as
Chestermere.  Part of the consideration for this
purchase was the issuance of 817,050 shares of the
Company's common stock.  See above, ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION - GENERAL".

On March 23, 2000, the Company approved the issuance
of 180,000 shares of its common stock to Pasha
Holdings Ltd. in settlement of debt incurred by the
Company as a result of services rendered to it by
Pasha Holdings Ltd.  The Company's 180,000 shares were
approved for issuance to settle $18,000 of debt, at a
deemed price of $0.10 per share.  The debt was
reflected in accounts payable as at March 31, 2000.
As at March 31, 2000, the shares had not yet been
issued.

On March 23, 2000, the Company approved its year 2000
Employees Stock Option and Stock Award Plan which
authorized the issuance of 500,000 shares of common
stock in exchange for bona fide services rendered.  As
at March 31,2000 no shares were issued under the 2000
Employees Stock Option and Stock Award Plan.
Subsequent to March 31, 2000, all 500,000 shares were
issued to employees and consultants in exchange for
bona fide services rendered.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

Not Applicable

ITEM 5.   OTHER INFORMATION


The Company's wholly-owned subsidiary, Capital Canada,
acquired approximately 14,107 square feet of office
and laboratory space in Calgary, Alberta Canada
pursuant to a written five (5) year lease agreement.
Capital Canada will make lease payments totaling
$160,520 U.S. during the fiscal year ending December
31, 2000, and $177,617 U.S. each fiscal year
thereafter. Capital Canada has the right to renew the
lease for an additional five (5) years following the
initial term. Capital Canada also has the right to
purchase the premises (consisting of a total of
approximately 22,507 square feet) at a price of
$1,552,275 U.S. Such option to purchase must be
exercised by delivering written notice to the owner of
the building no later than June 30, 2000. In the event
Capital Canada elects to purchase the premises, fifty
percent (50%) of six months of its basic rent payments
would be credited towards the purchase price.  The
portion of the building currently not occupied by
Capital Canada is subject to a lease agreement between
the landlord and Toshiba, to which  the purchase of
the building would be subject. It is Capital Canada's
understanding that such lease  is to expire in fiscal
year 2000 but that the parties have agreed to extend
the lease for an additional five years.  The landlord
and Toshiba have also agreed that Toshiba will
surrender 1,835 square feet of its space in connection
with the renewal. Capital Canada and the landlord have
agreed that Capital Canada shall take over such 1,835
square feet of space.

Capital Canada has reached a verbal agreement to
sublet 4,345 square feet of its office space and 3,950
square feet of its laboratory facilities at the
Calgary facilities for a term of five years, at the
monthly rate of $12,500 U.S.  Such agreement is
finalization of a written agreement with standard
terms and conditions.  Such terms shall be finalized
during the second quarter of fiscal year 2000.  Such
sublease shall meet nearly  all of Capital Canada's
total lease obligations during fiscal year 2000.  In
addition, such sublease agreement shall remain in
place in the event Capital Canada elects to purchase
the premises.

It is Capital Canada's intention to exercise its
option to purchase these premises. It has begun
discussions and negotiations with financial
institution(s) regarding financing for the purchase.
(Note - all of  the aforementioned dollar amounts are
based on the prevailing conversion rate of exchange of
Canadian dollars to US dollars on March 31, 2000.)
After the period ended March 31, 2000, the Company
relocated its headquarters to these premises.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS


(a)      Exhibits:

REGULATION

S-B NUMBER                    EXHIBIT   REFERENCE
<TABLE>
<S>     <C>                                        <C>
2.1  Stock Purchase Agreement dated July 29, 1994 (1) F1:   N/A
3.1 Articles of Incorporation, as amended (2)F2:       N/A
3.2  Amended Bylaws (9) F9:
      N/A
4.1  Form of Warrant Agreement (3) F3:
                         N/A
10.1 Stock Exchange Agreement dated April 29, 1988, between the
Company and the selling shareholders of First West Financial
Services, Inc. and First West
Life Insurance Company (4)F4:              N/A
10.2 Supplemental Agreement dated June 17, 1988, between the
Company and
the selling shareholders of First West Financial Services, Inc. (4)
F4:       N/A
10.3 Order of John Kezer, Insurance Commissioner of the State of
Colorado     N/A
dated June 29, 1988 (4) F4:
10.4 Supplemental  Agreement (A) dated June 21, 1988, between the
Company  and the selling shareholders of First West Financial (4)
F4:                 N/A
10.5  Promissory Note payable to Joseph T. Flynn, Dennis G. Haley,
and Donald Yee (5) F5:   N/A
10.6      Promissory Note payable to the Company from Joseph T.
Flynn and
Jacqueline M. Flynn (5) F5:   N/A
10.7      Real estate conveyance documents for purchase of 7860 E.
Berry Place (6) F6: N/A
10.8      Stock Purchase Agreement with Philip A. Bates dated
December 1, 1993(7) F7:       N/A
10.9      Settlement Agreement and Mutual General Release by and
between Joseph
T. Flynn, Jacqueline M. Flynn, Capital Reserve Corporation,  and
Ralph Newton (8) F8:     N/A
10.10     Contract to Buy and Sell Real Estate for sale of 7860
East Berry Place.(10) F10:    N/A
10.11     Settlement Agreement (11) F11:
          N/A
10.12     Sub-Contracting Agreement with Columbia Financial Group
(12) F12:      N/A
10.13     Management Agreement with Mr. Loder (13) F13:
                    N/A
10.14     Lease Agreement dated January 15, 2000
by and between Capital Reserve Canada Limited and
319835 Alberta Ltd. (14) F14:                               N/A
10.15     Purchase and Sale Agreement dated
March 1, 2000 by and between Capital Reserve
Canada Limited and Stone Canyon Resources Limited (15) F15:   N/A
27   Financial Data Schedule                         Filed herewith
--------------------------
FN:
F1:
(1)      Incorporated by reference to the Exhibits
filed with the Company's Form 8-K dated October 14,
1994.

F2:
(2)      Incorporated  by reference to the  Exhibits
previously  filed with the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990.

F3:
(3)      Incorporated  by  reference to the  Exhibits
filed with the  Company's Registration Statement on
Form S-18, Registration No. 33-21118-D.

F4:
(4)      Incorporated by reference to the Exhibits
filed with the Company's Form 8-K dated June 30, 1988.

F5:
(5)      Incorporated  by reference to the  Exhibits
previously  filed with the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988,
as amended by Form 8 Amendment No. 1, dated May 15,
1989.

F6:
(6)      Incorporated  by reference to the  Exhibits
previously  filed with the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991.

F7:
(7)      Incorporated  by reference to the  Exhibits
previously  filed with the Company's  Annual  Report
on Form  10-KSB  for the  fiscal  year  ended December
31, 1993.

F8:
(8)      Incorporated  by reference to the  Exhibits
previously  filed with the Company's  Quarterly
Report on Form 10- QSB for the quarter ended June 30,
1996.

F9:
(9)      Incorporated  by reference to the  Exhibits
previously  filed with the Company's  Annual  Report
on Form  10-KSB  for the  fiscal  year  ended December
31, 1994.

F10:
(10)     Incorporated  by reference to the  Exhibits
previously  filed with the Company's  Quarterly
Report  on Form  10- QSB  for the  quarter  ended
September 30, 1996.

F11:
(11)     Incorporated  by reference to the  Exhibits
previously  filed with the Company's  Annual  Report
on Form 10-  KSB/A  Amendment  No. 1 for the fiscal
year ended December 31, 1996.

F12:
(12)     Incorporated  by reference to the  Exhibits
previously  filed with the Company's  Quarterly
Report  on Form  10- QSB  for the  quarter  ended
September 30, 1997.

F13:
(13)     Incorporated  by reference to the Exhibits
previously filed with the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31,
1998.

F14:
(14)     Incorporate by reference to the Exhibits
previously filed with the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1999.

F15:
(15)     Incorporated by reference to the Exhibits
previously filed with the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1999.

(B)   REPORTS ON FORM 8-K:

NONE


 SIGNATURES

     In accordance with the requirements of the
Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto
duly authorized.

CAPITAL RESERVE CORPORATION

(Registrant)

Date: May  17, 2000


By:/S/  W. Scott Lawler
President



</TABLE>